Verona Pharma plc — Regulatory Filings 2025

Feb 27, 2025

S-8 1 tm257256d1_s8.htm FORM S-8

As filed with the Securities and Exchange Commission on February 27, 2025

Registration No. 333-

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Verona Pharma plc

(Exact name of registrant as specified in its charter)

| United
Kingdom | 98-1489389 |
| --- | --- |
| (State or
other jurisdiction of incorporation
or organization) | (I.R.S. Employer Identification
No.) |

3 More London Riverside

London SE1 2RE

United Kingdom

(Address of Principal Executive Offices) (Zip Code)

Verona Pharma plc Second Amended and Restated 2017 Incentive Award Plan

(Full title of the plan)

Cogency Global Inc.

122 East 42 nd Street, 18 th Floor

New York, New York 10168

(Name and address of agent for service)

(800) 221-0102

(Telephone number, including area code, of agent for service)

Copies to:

Peter N. Handrinos	James Inness
Latham & Watkins LLP	Latham & Watkins LLP
200 Clarendon Street	99 Bishopsgate
Boston, Massachusetts 02116	London EC2M 3XF
(617) 948-6000	United Kingdom
	+44 20 7710-1000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨
		Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

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EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 28,127,576 ordinary shares, nominal value £0.05 per share, of Verona Pharma plc (the “Registrant”) that may become issuable under the Verona Pharma plc Second Amended and Restated 2017 Incentive Award Plan, as it may be amended or restated from time to time (the “2017 Plan”). A Registration Statement of the Registrant on Form S-8 relating to the 2017 Plan is effective.

INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORM S-8

The contents of the Registration Statements on Form S-8 (File Nos. 333-217521 , 333-237926 , 333-248199 , 333-268389 , 333-271764 and 333-279298 ), filed with the Securities and Exchange Commission, relating to the 2017 Plan, are incorporated herein by reference.

ITEM 8. Exhibits.

Exhibit Number	Description of Exhibit
4.1	Articles
of Association, as amended and as currently in effect (incorporated by reference to Exhibit 1 to the Registrant’s Report
of Foreign Private Issuer on Form 6-K (File No. 001-38607) filed on December 30, 2020)
5.1*	Opinion
of Latham & Watkins LLP, counsel of the Registrant
23.1*	Consent of Ernst & Young LLP, independent registered public accounting firm
23.2*	Consent
of PricewaterhouseCoopers LLP, independent registered public accounting firm
23.3*	Consent
of Latham & Watkins LLP, counsel of the Registrant (included in Exhibit 5.1)
24.1*	Power
of Attorney (included on signature page)
99.1	Verona
Pharma plc Second Amended and Restated 2017 Incentive Award Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s
Current Report on Form 8-K (File No. 001-38067) filed on May 1, 2023)
107.1*	Filing
Fee Table

• Filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of London, United Kingdom, on this 27th day of February, 2025.

VERONA PHARMA PLC
By:	/s/ David Zaccardelli, Pharm.D.
	David Zaccardelli, Pharm.D.
	President and Chief Executive Officer
By:	/s/ Mark W. Hahn
	Mark W. Hahn
	Chief Financial Officer

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Verona Pharma plc, hereby severally constitute and appoint David Zaccardelli and Mark W. Hahn, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

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Signature	Title	Date
	President, Chief Executive
Officer and Director
/s/
David Zaccardelli, Pharm.D.	(Principal Executive
Officer)	February 27, 2025
David Zaccardelli, Pharm.D.
	Chief Financial Officer
/s/
Mark W. Hahn	(Principal Financial
and Accounting Officer)	February 27, 2025
Mark W. Hahn
/s/
David Ebsworth, Ph.D.	Chairperson of the Board
of Directors	February 27, 2025
David Ebsworth, Ph.D.
/s/
Christina Ackermann	Director	February 27, 2025
Christina Ackermann
/s/
Michael Austwick	Director	February 27, 2025
Michael Austwick
/s/
James Brady	Director	February 27, 2025
James Brady
/s/
Ken Cunningham, M.D.	Director	February 27, 2025
Ken Cunningham, M.D.
/s/
Lisa Deschamps	Director	February 27, 2025
Lisa Deschamps
/s/
Martin Edwards, M.D.	Director	February 27, 2025
Martin Edwards, M.D.
/s/
Mahendra Shah, Ph.D.	Director	February 27, 2025
Mahendra Shah, Ph.D.
/s/
Vikas Sinha	Director	February 27, 2025
Vikas Sinha
/s/
Anders Ullman, M.D., Ph.D.	Director	February 27, 2025
Anders Ullman, M.D., Ph.D.

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SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF REGISTRANT

Pursuant to the requirements of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Verona Pharma plc, has signed this Registration Statement on Form S-8, in the City of New York, State of New York, on February 27, 2025.

COGENCY GLOBAL INC.
(Authorized Representative in the United
States)
By:	/s/
Colleen A. De Vries
	Name:	Colleen A. De Vries
	Title:	Senior Vice President on behalf of Cogency Global Inc.

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